FCM Won the Majority of Retail Shareholders’ Vote and Thanks Them for Their Strong Support
FCM Exhorts Institutions to Live Up to Touted Social Investment Goals and Closely Monitor MindMed Board and Management
FCM Concerned MindMed Board and Management Will Continue Decimation of Shareholder Value
FCM Intends to Continue its Fight for Shareholder Value, and to Hold the Board and Management Accountable for MindMed’s Performance
SHERIDAN, Wyo., June 22, 2023 (GLOBE NEWSWIRE) -- Today, FCM MM HOLDINGS, LLC (“FCM”) commented on Mind Medicine (MindMed) Inc.’s (NASDAQ: MNMD) (“MindMed” or the “Company”) announcement of preliminary results from the 2023 Annual General Meeting of Shareholders (“AGM”) and thanks fellow shareholders for their significant show of support at the AGM.
FCM has been advised that it won over 50% of the retail shareholder vote, underscoring the widespread concern about MindMed’s excessive spending, outrageous executive and director compensation, flawed corporate governance practices, and delayed and mismanaged clinical trials. FCM intends to continue fighting for all shareholders to prevent further value destruction at MindMed.
FCM is disappointed that “passive” institutional investors who purport to advocate for “ESG” policies turned a blind eye to serious ethical lapses by current management and saw fit to give incumbent directors another chance.
“We believe that the strong support for our nominees in the face of MindMed’s campaign of distraction tactics and obfuscations shows that many other shareholders share our concerns about the direction and future of MindMed. The issues we raised in our campaign, and indeed for over two years, have not gone away. The Board must take decisive action to get MindMed’s bloated overhead and costs under control, ask hard questions of management about their stewardship of the Company’s clinical programs and not reward executives and management for poor performance,” said Dr. Scott Freeman, FCM nominee and MindMed co-founder.
FCM will continue to place pressure on MindMed to live up to their promises to shareholders by:
- Providing top-line results for the two trials in MM-120 in 2023.
- Ensuring cash runway into the first half of 2025, without further dilution.
- Providing substantially enhanced transparency to all shareholders.
- Detailing its intellectual property strategy in 2023.
- Ensuring that “one-time” compensation grants to management and the Board are not repeated.
FCM will also continue to place pressure on MindMed to act in the interest of its shareholders by:
- Not substantially diluting shareholders in another destructive financing.
- Aligning management compensation with shareholder value creation.
- Fixing MindMed’s bylaws to become compliant with NASDAQ listing rules.
“The Board must begin acting as independent fiduciaries for shareholders and hold management to account. Our fellow shareholders can rest assured that FCM intends to remain a vigilant and engaged shareholder of MindMed. We thank you sincerely for your support,” continued Dr. Freeman.
About FCM
FCM MM Holdings, LLC is a special purpose vehicle set-up to represent nine early investors in MindMed, including Dr. Scott Freeman and Mr. Chad Boulanger. FCM and the other participants in its solicitation hold a 3.5% beneficial ownership of MindMed's outstanding shares and represents additional interests in MindMed shares through holdings in Savant Addiction Medicine LLC, Savant HWP, Inc., and Savant HWP Holdings, LLC. FCM is managed by Mr. Jake Freeman and each of FCM’s stakeholders are deeply invested in MindMed's long-term success.
Shareholder Contact:
Okapi Partners LLC
info@okapipartners.com
(855) 305-0856
Media:
Riyaz Lalani & Dan Gagnier
Gagnier Communications
fcmmm@gagnierfc.com
Additional Information
FCM and its nominees (Dr. Scott Freeman, Dr. Farzin Farzaneh, Mr. Vivek Jain, and Mr. Alexander Wodka) beneficially own, own, control or exercise direction over an aggregate of 1,009,181 common shares of MindMed (the “Shares”). FCM may be deemed to control an additional 359,357 Shares pursuant to a proxy coordination agreement.
Information in Support of Public Broadcast Solicitation
Shareholders are being asked at this time to execute a proxy in favour of FCM’s nominees for election to the Board at the AGM or any other resolutions at the AGM, which was scheduled for June 15, 2023, and has been adjourned until June 21, 2023. In connection with the AGM, FCM has filed definitive proxy materials with the Securities and Exchange Commission (the “Final FCM Circular”) containing further disclosure concerning FCM’s nominees for election to the Board at the AGM, together with additional details concerning the completion and return of forms of proxy and voting information forms (“VIFs”) for use at the AGM. Shareholders of MindMed are urged to read the Final FCM Circular because it contains important information.
The below disclosure is provided pursuant to section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations in accordance with securities laws applicable to public broadcast solicitations.
This press release and any solicitation made by FCM in advance of the AGM or any adjournment thereof, is, or will be, as applicable, made by FCM and not by or on behalf of the management of MindMed.
Shareholders of MindMed are being asked at this time to execute proxies in favour of FCM’s nominees for election to the Board at the AGM or any adjournment thereof or any other matters to be considered at the AGM or any adjournment thereof. FCM has issued the Final FCM Circular and FCM intends to make its solicitation primarily by mail, but proxies may also be solicited personally by telephone, email or other electronic means, as well as by newspaper or other media advertising or in person, by FCM, certain of its members, partners, directors, officers and employees, FCM’s nominees or FCM’s agents, including Okapi Partners LLC (“Okapi”), which has been retained by FCM as its strategic shareholder advisor and proxy solicitation agent. Pursuant to the agreement between Okapi and FCM, Okapi will receive a fee of up to $75,000, plus customary fees for each call to or from shareholders of MindMed, and will be reimbursed for certain out-of-pocket expenses, with all such costs to be borne by FCM. In addition, FCM may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, by way of public broadcast, including press release, speech or publication, and in any other manner permitted under applicable Canadian laws. Any members, partners, directors, officers or employees of FCM and their affiliates or other persons who solicit proxies on behalf of FCM will do so for no additional compensation. The anticipated cost of FCM’s solicitation is estimated to be $400,000 plus disbursements. The costs incurred in the preparation and mailing of the Materials and the Final FCM Circular, and the solicitation of proxies by FCM will be borne by FCM, provided that, subject to applicable law, FCM may seek reimbursement from MindMed of FCM’s out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the Board.
A registered shareholder of MindMed who has given a proxy may revoke the proxy at any time prior to use by:
(a) depositing an instrument in writing revoking the proxy, if the shareholder is an individual signed by the shareholder or his or her legal personal representative or trustee in bankruptcy, and if the shareholder is a corporation signed by the corporation or by a representative appointed for the corporation, either: (i) at the registered office of MindMed at any time up to and including the last business day preceding the day of the AGM or any adjournment(s) thereof, at One World Trade Center, Suite 8500, New York, New York 10007; or (ii) with the chairman of the AGM on the day of the AGM or any adjournment(s) thereof before any vote in respect of which the proxy has been given has been taken; or
(b) revoking the proxy in any other manner permitted by law.
A non-registered shareholder may revoke a form of proxy or VIF given to an intermediary or Broadridge Investor Communications (or any such other service company) at any time by submitting another properly completed form of proxy or VIF, as the latest form of proxy or VIF will automatically revoke any previous one already submitted, or by written notice to the intermediary in accordance with the instructions given to the non-registered shareholder by its intermediary.
Neither FCM, nor any of its directors or officers, or any associates or affiliates of the foregoing, nor any of FCM’s nominees for election to the Board at the AGM, or their respective associates or affiliates, has: (i) any material interest, direct or indirect, in any transaction since the beginning of MindMed’s most recently completed financial year or in any proposed transaction that has materially affected or would materially affect MindMed or any of its subsidiaries; or (ii) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted on at the upcoming meeting of MindMed shareholders, other than the election of directors; except (a) as disclosed herein; and (b) that on August 31, 2020, Dr. Scott Freeman entered into a consulting agreement with MindMed, which, among other things, granted Dr. Scott Freeman 26,389 vested options with a strike price of CAD$4.95 per share and 16,667 unvested options with a strike price of CAD$4.95 per share.
The registered address of MindMed is located at One World Trade Center, Suite 8500, New York, New York, 10007. Copies of this press release and the Final FCM Circular may be obtained on MindMed’s SEDAR profile at www.sedar.com.
